Ford (NYSE: F) investors approve pay and auditor but reject one-share-one-vote plan

Rhea-AI Filing Summary

Ford Motor Company held its Annual Meeting of Shareholders on May 14, 2026, where shareholders voted on director elections, auditor ratification, executive pay, and several governance proposals. All nominated directors, including Executive Chair William Clay Ford, Jr. and CEO James D. Farley, Jr., were elected by large majorities, though Ford and several other directors received higher opposition than peers.

Shareholders strongly ratified PricewaterhouseCoopers LLP as independent auditor for 2026 with about 5.6 billion votes in favor. The non-binding “say on pay” proposal to approve compensation of the named executives was also approved, with roughly 4.8 billion votes for and 184 million against.

Governance-focused shareholder proposals saw mixed results. A proposal to adopt a one vote per share recapitalization plan was rejected, with about 2.8 billion votes against versus 2.2 billion for. Proposals seeking disclosure of voting results by share class and assigning sole diversity, equity, and inclusion oversight to the Audit Committee were also rejected by wide margins.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Say-on-pay votes for: 4,826,704,694 votes Say-on-pay votes against: 184,157,955 votes Auditor ratification votes for: 5,596,282,796 votes +4 more

7 metrics

Say-on-pay votes for 4,826,704,694 votes Advisory approval of named executive compensation

Say-on-pay votes against 184,157,955 votes Advisory approval of named executive compensation

Auditor ratification votes for 5,596,282,796 votes Ratification of PricewaterhouseCoopers LLP for 2026

One-share-one-vote proposal for 2,170,748,325 votes Recapitalization plan for one vote per share

One-share-one-vote proposal against 2,848,002,181 votes Recapitalization plan for one vote per share

DEI oversight proposal for 72,659,928 votes By-law amendment on Audit Committee DEI oversight

DEI oversight proposal against 4,934,047,473 votes By-law amendment on Audit Committee DEI oversight

Key Terms

Broker Non-Votes, non-binding advisory vote, recapitalization plan, independent registered public accounting firm, +2 more

6 terms

Broker Non-Votes financial

"For | Against | Abstain | Broker Non-Votes 4,826,704,694 | 184,157,955 | 29,825,943 | 768,614,928"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory vote regulatory

"A proposal relating to a shareholder non-binding advisory vote to approve the compensation of the Named Executives"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

recapitalization plan financial

"relating to consideration of a recapitalization plan to provide that all of the Company’s outstanding stock have one vote per share"

independent registered public accounting firm regulatory

"to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

diversity, equity, and inclusion other

"a by-law amendment providing that the Audit Committee have sole oversight over diversity, equity, and inclusion initiatives"

say on pay financial

"the compensation of the Named Executives (“say on pay”) was approved with the votes shown"

Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.

Understanding 8-K Material Events →

0000037996False00000379962026-05-142026-05-140000037996f:FPRBMember2026-05-142026-05-140000037996f:FPRCMember2026-05-142026-05-140000037996f:FPRDMember2026-05-142026-05-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report: May 14, 2026

(Date of earliest event reported)

FORD MOTOR COMPANY

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-3950									38-0549190
(Commission File Number)									(IRS Employer Identification No.)
One American Road
Dearborn,			Michigan						48126
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code 313-322-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

    (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

    (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.01 per share

F

New York Stock Exchange

6.200% Notes due June 1, 2059

FPRB

New York Stock Exchange

6.000% Notes due December 1, 2059

FPRC

New York Stock Exchange

6.500% Notes due August 15, 2062

FPRD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 14, 2026, the Annual Meeting of Shareholders of Ford Motor Company (the “Company”) was held. The matters voted upon and the results of the vote were as follows:

Proposal One: Election of Directors.

Nominee			For			Against			Abstain			Broker Non-Votes
Kimberly A. Casiano			4,846,381,967			173,061,151			21,245,474			768,614,928
Adriana Cisneros			4,929,184,961			87,907,114			23,596,517			768,614,928
Alexandra Ford English			4,906,937,968			113,708,509			20,042,115			768,614,928
James D. Farley, Jr.			4,905,094,511			118,356,258			17,237,823			768,614,928
Henry Ford III			4,906,566,466			114,762,049			19,360,077			768,614,928
William Clay Ford, Jr.			4,575,609,361			449,073,184			16,006,047			768,614,928
William W. Helman IV			4,867,292,082			150,643,039			22,753,471			768,614,928
Jon M. Huntsman, Jr.			4,636,904,139			381,294,671			22,489,782			768,614,928
William E. Kennard			4,106,188,982			911,533,499			22,966,111			768,614,928
John C. May			4,926,208,461			92,263,035			22,217,096			768,614,928
Beth E. Mooney			4,928,347,255			88,429,037			23,912,300			768,614,928
Lynn Radakovich			4,889,987,520			126,586,329			24,114,743			768,614,928
John L. Thornton			4,836,176,662			182,920,896			21,591,034			768,614,928
John B. Veihmeyer			4,908,189,274			108,806,599			23,692,719			768,614,928
John S. Weinberg			4,919,947,500			97,502,773			23,238,319			768,614,928

Proposal Two: Ratification of the Selection of the Independent Registered Public Accounting Firm.  A proposal to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm to audit the books of account and other corporate records of the Company for 2026 was adopted with the votes shown:

For						Against						Abstain						Broker Non-Votes
5,596,282,796						189,205,386						23,815,338						0

Proposal Three: Relating to an Advisory Vote by Shareholders to Approve the Compensation of the Named Executives. A proposal relating to a shareholder non-binding advisory vote to approve the compensation of the Named Executives (“say on pay”) was approved with the votes shown:

For						Against						Abstain						Broker Non-Votes
4,826,704,694						184,157,955						29,825,943						768,614,928

Proposal Four: Relating to Consideration of a Recapitalization Plan to Provide that All of the Company’s Outstanding Stock Have One Vote Per Share. A proposal relating to consideration of a recapitalization plan to provide that all of the Company’s outstanding stock have one vote per share was rejected with the votes shown:

For						Against						Abstain						Broker Non-Votes
2,170,748,325						2,848,002,181						21,938,086						768,614,928

Proposal Five: Relating to Disclosure of Voting Results by Share Class. A proposal relating to disclosure by share class of voting results on matters subject to a shareholder vote was rejected with the votes shown:

For						Against						Abstain						Broker Non-Votes
1,329,361,087						3,688,571,531						22,755,974						768,614,928

Proposal Six: Relating to a Diversity, Equity, and Inclusion Oversight By-Law Amendment. A proposal relating to a by-law amendment providing that the Audit Committee have sole oversight over diversity, equity, and inclusion initiatives was rejected with the votes shown:

For						Against						Abstain						Broker Non-Votes
72,659,928						4,934,047,473						33,981,191						768,614,928

SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						FORD MOTOR COMPANY
						(Registrant)
Date: May 19, 2026			By:			/s/ Blair F. Petrillo
						Blair F. Petrillo
						Assistant Secretary

FAQ

What did Ford (F) shareholders decide at the May 2026 annual meeting?

Shareholders elected all nominated directors, ratified PricewaterhouseCoopers LLP as 2026 auditor, approved a non-binding say-on-pay vote, and rejected three governance-related shareholder proposals, including a one vote per share recapitalization plan and changes to voting disclosure and DEI oversight.

Was Ford (F) management’s say-on-pay proposal approved in 2026?

Yes, the advisory say-on-pay proposal passed. Shareholders cast 4,826,704,694 votes for, 184,157,955 against, and 29,825,943 abstentions, with 768,614,928 broker non-votes, indicating broad but not unanimous support for the named executive compensation program.

How did Ford (F) shareholders vote on the one vote per share recapitalization plan?

Shareholders rejected the recapitalization proposal. It received 2,170,748,325 votes for and 2,848,002,181 votes against, with 21,938,086 abstentions and 768,614,928 broker non-votes, so Ford’s existing voting structure remains in place after the 2026 annual meeting.

Which auditor did Ford (F) shareholders ratify for the 2026 fiscal year?

Shareholders ratified PricewaterhouseCoopers LLP as Ford’s independent registered public accounting firm for 2026, with 5,596,282,796 votes for, 189,205,386 against, and 23,815,338 abstentions, and no broker non-votes recorded on this routine audit ratification proposal.

What was the outcome of Ford (F) proposals on voting disclosure by share class and DEI oversight?

Both shareholder proposals were rejected. The share-class voting disclosure proposal drew 1,329,361,087 votes for and 3,688,571,531 against. The DEI oversight by-law amendment saw 72,659,928 votes for and 4,934,047,473 against, with similar broker non-vote levels on each item.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 28.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.0 KB